Exhibit 10.7
AMENDMENT NO. 1
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF BROAD STREET OPERATING PARTNERSHIP, LP
This Amendment No. 1 to the Agreement of Limited Partnership of Broad Street Operating Partnership, LP (this “Amendment”) is made as of November 22, 2022 by Broad Street OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Agreement of Limited Partnership of the Partnership, dated as of May 21, 2019 (the “Partnership Agreement”), for the purpose of designating the rights and preferences of Series A Preferred Partnership Units (as defined below) and issuing additional Partnership Units in the form of Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
WHEREAS, Broad Street Realty, Inc. (f/k/a MedAmerica Properties Inc.), a Delaware corporation (the “Parent”), is the sole member of the General Partner;
WHEREAS, the Parent and BBL Current Owner, LLC (“BBL Current”) have entered into that certain Purchase and Sale Agreement, dated as of December 21, 2021 (as amended, the “Purchase and Sale Agreement”), providing for, among other things, BBL Current’s contribution of certain property, rights and assets to the Partnership and the Partnership’s issuance of Class A Units and Series A Preferred Partnership Units and admission of certain indirect members of BBL Current as limited partners of the Partnership; and
WHEREAS, pursuant to the Purchase and Sale Agreement, the General Partner desires to amend the Partnership Agreement to create additional Partnership Units in the form of Series A Preferred Partnership Units.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Partnership Agreement hereby is amended as follows:
“Common Partnership Interest” shall mean an ownership interest in the Partnership, other than a Preferred Partnership Interest, and includes any and all benefits to which the holder of such an ownership interest may be entitled as provided in this Agreement or the Act, together with all obligations of such person to comply with the terms and provisions of this Agreement and the Act.
“Common Partnership Unit” shall mean a fractional, undivided share of the Common Partnership Interests of all Partners issued hereunder.
“Preferred Partnership Interest” shall mean an ownership interest in the Partnership evidenced by a designated series of Preferred Partnership Units, having a preference in payment of distributions or upon liquidation as determined by the General Partner for such series of Preferred Partnership Units and as set forth in an amendment to this Agreement, and includes all benefits to which the holder of such an ownership interest may be entitled as provided in this Agreement or the Act, together with all obligations of such Person to comply with the terms and provisions of this Agreement and the Act.
“Preferred Partnership Unit” shall mean a fractional, undivided share of Preferred Partnership Interests of all Partners in the specified series issued hereunder.
“Series A Preferred Partnership Interest” shall mean an ownership interest in the Partnership evidenced by the Series A Preferred Partnership Units, having a preference in payment of distributions and upon liquidation as set forth in this Agreement.
“Series A Preferred Partnership Unit” shall mean a fractional, undivided share of the Series A Preferred Partnership Interests of all Partners issued under the Partnership Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed and delivered on its behalf as of the date first set forth above.
GENERAL PARTNER: | |
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BROAD STREET OP GP, LLC, as sole general | |
partner of Broad Street Operating Partnership, LP | |
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By: | Broad Street Realty, Inc., its sole member |
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By: | /s/ Michael Z. Jacoby |
Name: | Michael Z. Jacoby |
Title: | Chief Executive Officer |
Signature Page to Amendment No. 1 to the Agreement of Limited Partnership of
Broad Street Operating Partnership, LP
EXHIBIT G
DESIGNATION OF TERMS AND CONDITIONS OF SERIES A PREFERRED
PARTNERSHIP UNITS
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Notwithstanding any provision in the Partnership Agreement to the contrary, in allocating Net Income pursuant to Section 6.1 of the Partnership Agreement and taxable income and gain pursuant to Section 2 of Exhibit C of the Partnership Agreement, the General Partner shall be entitled, in its discretion, to make such allocations in such a manner so as to cause, to the greatest extent possible, allocations of Net Income (and items thereof) to the holders of Series A Preferred Partnership Units pursuant to Section 6.1.B(3) to be matched with allocations, for income tax purposes, of taxable ordinary income of the Partnership.
“Capitalized Preferred Return” means the Preferred Return that shall accrue on and be added to the Liquidation Preference in any given month, in each case in accordance with the terms hereof.
“Conversion Liquidation Payment” means for each Series A Preferred Unit so converted, to receive a cash payment equal to the sum of (A) (x) the Liquidation Preference at such time, minus (y) $2.00, and (B) all accrued and unpaid Preferred Return (to the extent not already added to the Liquidation Preference) to (but not including) the Optional Conversion Date or Mandatory Conversion Date, as applicable.
“Current Preferred Return” means the Preferred Return to be satisfied with a distribution in accordance with the terms hereof.
“Distribution Date” means the first (1st) calendar day of each month, and if such day is not a Business Day, then the Business Day immediately following such day.
“Initial Issue Date” means November 23, 2022.
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“Liquidation Preference” means the sum of (i) $2.00 and (ii) the accrued Capitalized Preferred Distribution.
“Mandatory Conversion Date” means the date that the Shares are listed on a National Securities Exchange.
“Preferred Return” means a distribution on the Liquidation Preference of each Series A Preferred Partnership Unit at such time, payable in arrears, compounded monthly and calculated on the basis of a 360-day year and the actual number of days elapsed, equal to:
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